Black Pine Resources Corp. entered a non-binding letter of intent to acquire Anquiro Ventures Ltd. in a reverse merger transaction on February 21, 2023. Black Pine Resources Corp. entered into a binding merger agreement to acquire Anquiro Ventures Ltd. in a reverse merger transaction on June 19, 2023. Under the letter of intent, Anquiro Ventures Ltd. is anticipated to acquire the business of Black Pine. In exchange for each common share of Black Pine, Anquiro Ventures will issue to the shareholders of Black Pine, on a prospectus and registration exempt basis, one common share in the capital of Anquiro Ventures at a deemed issuance price of CAD 0.20 per Anquiro Ventures share. Prior to the effective time of the transaction, it is expected that Black Pine will complete two private placement offerings of securities in Black Pine as a private placement offering of up to 2.5 million common shares in the capital of Black Pine for aggregate gross proceeds of up to CAD 0.25 million and a private placement offering of up to 10 million subscription receipts of Black Pine for aggregate gross proceeds of up to CAD 2 million. Upon completion of the proposed transaction, Black Pine will be a wholly-owned subsidiary of Anquiro Ventures. The securityholders of Black Pine will own a majority of the issued and outstanding common shares of the Resulting Issuer. Assuming completion of the maximum concurrent financings, Black Pine is expected to hold approximately 86.34% of the Resulting Issuer and Anquiro Ventures is expected to hold approximately 13.66% of the Resulting Issuer on completion of the proposed transaction. The Resulting Issuer will carry on the business of Black Pine and intends to list as a tier 2 mining issuer on the TSX Venture Exchange. Upon completion of the proposed transaction, it is anticipated that the board of directors of the Resulting Issuer will consist of five directors: Joe DeVries, Keturah Nathe, Christopher Cherry, Richard Drew Martel, and Richard Kern. It is anticipated that the senior management of the Resulting Issuer will be as follows: Keturah Nathe as Interim Chief Executive Officer and Corporate Secretary, and Teresa Cherry as Chief Financial Officer.

The completion of the transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to (i) the negotiation and execution of the Definitive Agreement; (ii) the receipt of shareholder approval for the transaction to the extent as required by applicable law and policies of the Exchange; (iii) the filing with the applicable securities regulatory authorities of a filing statement or information circular regarding the transaction; , (iv) the receipt of conditional approval from the Exchange for the transaction and the listing of the Resulting Issuer Shares upon completion of the transaction; (v) the completion of a name change and (vi) the raise of the Minimum Amount pursuant to the concurrent financings. The Proposed Transaction will be completed no later than January 31, 2024.